SME Server Foundation:Articles Of Incorporation
The undersigned, as incorporator, whom is a citizen of the United States of America, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Laws of the State of Oregon, adopt the following Articles of Incorporation, and do hereby certify:
ARTICLE I: Name
The name of the Corporation shall be: “SME SERVER FOUNDATION, INC”
ARTICLE II: Duration
The Corporation shall be of perpetual duration.
ARTICLE III: Non-Profit
The Corporation shall be a non-profit corporation.
ARTICLE IV: Purpose
The corporation is organized exclusively for Charitable, Educational, and Scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations.
To this end, the corporation shall foster the creation, distribution, and maintenance of a free integrated, all-in-one server operating system with bundled applications designed for homes, small businesses, and medium-size businesses, licensed under the GNU General Public License. The server operating system will be focused on simplicity, stability and security, designed to be operated by people with no technical background, while providing a platform for technical users to extend.
ARTICLE V: Governance
Regulation of the internal affairs of the Corporation shall be provided in the corporate Bylaws.
ARTICLE VI: Board of Directors
The corporation shall have no voting members. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation's Bylaws. No Director shall have any right, title, or interest in or to any property of the corporation.
The corporation's first Board of Directors shall be comprised of the following natural persons:
Charlie Brady, whose address is xxxxx
Peter Walter, whose address is 1374 Lywellen Court, Stone Mountain, Georgia 30087
Greg Zartman, whose address is 4425 Calumet Way, Eugene, Oregon 97404
The members of the Board of Directors shall be those individuals elected, from time to time, in accordance with the Bylaws. Directors shall elect their successors.
ARTICLE VII: Office
The place in this state where the principal office of the Corporation is to be located is the City of Salem, County of Marion, State of Oregon.
The initial registered office location is 2805 19TH Street SE, Salem, Oregon 97302.
ARTICLE VIII: Limitations
At all times the following shall operate as conditions restricting the operations and activities of the corporation:
8.1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;
8.2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and
8.3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.
8.4. The corporation shall not lend any of its assets to any officer or director of this corporation unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised solely of non-Board members or guarantee to any person the payment of a loan by an officer or director of this corporation.
ARTICLE IV: Incorporator
The incorporator is Greg J. Zartman whose address is 4425 Calumet Way, Eugene, Oregon 97404.
ARTICLE X: Registered Agent
The initial registered agent is Greg J. Zartman whose address is 4425 Calumet Way, Eugene, Oregon 97404.
ARTICLE XI: Dissolution
Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
IN WITNESS THEREOF, I have hereunto set my hand and seal this 1 day of October, 2009.
Greg J. Zartman, Incorporator
